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Optimax — AGM Information 2021
Sep 1, 2021
52283_rns_2021-09-01_8d165c96-07a5-4089-8526-6f1ab00ac1f4.pdf
AGM Information
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TWSE : 3051
OPTIMAX TECHNOLOGY CORPORATION
2021 Annual General Shareholders’ Meeting
Meeting Agenda
(Translation)
Date : June 24, 2021
Note to Readers :
If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.
OPTIMAX TECHNOLOGY CORPORATION 2021 Annual General Shareholders' Meetin g
Time : 9:00 a.m., Thursday, June 24, 2021
Place : Southern Tao-Yuan Youth Activity Center
(Located at No. 128, Sec. 1, Yanping Rd., Pingzhen Dist., Taoyuan City)
Meeting Agenda :
Meeting Agenda: |
|
|---|---|
| The Chairman Calls the Meeting to order | |
| Chairman’s Address | |
1. Report Items: |
|
| (1) To report the business of 2020....................................................................................... | 2 |
| (2) Audit Committee’s review report.................................................................................. | 2 |
| (3) Report on Accumulated Losses Reaching One-Half of Paid-in Capital ...................... | 2 |
| 2.Ratification Matters | |
| (1) To accept 2020 Business Report and Financial Statements ........................................... | 2 |
| (2) To accept the proposal for 2020 Deficit Compensation................................................. | 2 |
| 3.Discussion Matters | |
| (1) To approve the proposal of Capital Reduction. ............................................................ | 3 |
| (2) To approve the amendment to the Procedures for Election of Directors ...................... | 3 |
| 4.Election Matters | |
| (1) To elect Directors (including Independent Directors) .................................................. | 4 |
| 5.Other Matters | |
| (1)Proposal of Release the Prohibition on Directors from Participation in Competitive Business… | 4 |
| 6. Questions and Motions | 4 |
| 7. Meeting Adjourned | 4 |
| Attachments | |
| (1) Business Report .......................................................................................................... | 5 |
| (2) Audit Committee’s Review Report……………………………………..................... | 7 |
| (3) 2020 Parent Company Only Financial Statements and Report................................... | 8 |
| (4) 2020 Consolidated Financial Statements and Report.................................................. | 17 |
| (5) Comparison table for the Procedures for Election of Directors before and after the amendment | 26 |
| (6) List of Director Candidates......................................................................................... | 27 |
| Appendices | |
| (1) Rules and Procedures for Shareholders' Meeting ............................. ......................... | 28 |
| (2) Articles of Incorporation ............................................................................................. | 30 |
| (3) Procedures for Election of Directors (Before the amendments) ................................. | 34 |
| (4) Shareholdings of All Directors................................................................. ................... | 37 |
1
Report Items
1. To report the business of 2019
Explanation:
The 2020 Business Report is attached hereto as Attachment 1 (page 5).
2. Audit Committee's Review Report
Explanation:
The 2020 Audit Committee’s review report is attached hereto as Attachment 2 (page 7).
3. Report on Accumulated Losses Reaching One-Half of Paid-in Capital
Explanation:
The accumulated loss of the company as of December 31, 2020 is NT$2,005,320,696, which has reached one-half to the NT$3,253,323,960 of the company’s paid-in capital. However, the total asset is NT$8,807,966,000, which is still enough to cover the debt incurred by NT$7,562,603,000.
Ratification Matters
1. To accept 2020 Business Report and Financial Statements (proposed by the Board of Directors) Explanation:
-
(1) The 2020 Financial Statements were audited by the independent auditors, Yung-Chi, Lai and LiChen, Peng of BAKERK TILLY CLOCK & CO.
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(2) For the 2020 Independent Auditors' Report, and the 2020 Financial Statements, please refer to Attachments 3~4 (pages 8~25).
-
(3) For the 2020 Business Report, please refer to Attachment 1 (page 5). Resolution:
2. To accept the proposal for 2020 Deficit Compensation (proposed by the Board of Directors)
Explanation:
OPTIMAX TECHNOLOGY CORPORATION
2020 Deficit Compensation
| In New Taiwan Dollars Amount -2,017,575,875 -4,208,606 16,463,785 -2,005,320,696 |
In New Taiwan Dollars Amount -2,017,575,875 -4,208,606 16,463,785 -2,005,320,696 |
||
|---|---|---|---|
| Items | Amount | ||
| The initial accumulated deficit Plus: Other comprehensive profit (loss) (2020 actuarial loss of defined benefit plans) 2020 net profit The end accumulated deficit |
-2,017,575,875 | ||
| -4,208,606 16,463,785 |
|||
| -2,005,320,696 | |||
| Chairman:Peter, Chao President:Peter, Chao Accounting Officer:Zong-Ze, Chen |
Resolution:
2
Discussion Matters
1. To approve the proposal of Capital Reduction (Proposed by the Board of Directors) Explanation:
-
(1) In order to improve the financial structure and make up for the accumulated losses on the book, the company plans to reduce capital in accordance with the relevant provisions of the Company Law. The NT$1,553,323,960, 155,332.396 shares were cancelled, and the capital reduction ratio was 47.74575%, which was used to make up for accumulated losses.
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(2) The company’s paid-in capital is NT 3,253,323,960, divided into 325,332,396 shares, each the amount is NT$10, and the paid-in capital after the capital reduction is NT$1,700,000,000, divided into 170,000,000 shares, each with a denomination of NT$10.
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(3) After the capital reduction proposal is approved by the shareholders meeting and submitted to the competent authority for approval, the board of directors is authorized to set the capital reduction benchmark. Date and the base date of capital reduction and share conversion, and will be cancelled according to the shareholder’s shareholding ratio recorded in the shareholder register on the base date of capital reduction and share conversion. Except for shares, 4,774,575 shares will be cancelled for every 1,000 shares (that is, 522.5425 shares are exchanged for every 1,000 shares). After the capital reduction, less than one odd share can be issued by the shareholder from five days before the closing date of the capital reduction and share transfer to the day before the closing of the transfer. At the end of the day, register with the company’s stock affairs agency to merge into a whole share. If it is not pieced together or there is still less than one share after the piece, it will be calculated proportionally based on the closing price on the last trading day of the public centralized stock trading market before the date of the capital reduction and share conversion benchmark. Discounted cash (to offset the transfer fee of the collective security transfer account), calculated to the end of yuan. The following is discarded, and its shares authorize the chairman to contact a specific person to purchase it at the closing price.
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(4) Subsequent changes in the company’s share capital will affect the number of shares outstanding and the shareholder’s capital reduction ratio. When this changes and needs to be adjusted, it is proposed to ask the shareholders meeting to authorize the chairman of the board to handle it.
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(5) Matters related to capital reduction, if approved and amended by the competent authority, or need to be changed or amended in response to the objective environment. At that time, it is proposed to ask the shareholders meeting to authorize the chairman of the board to handle relevant matters.
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(6) The rights and obligations of this capital reduction for new shares are the same as the original shares.
Resolution:
2. To approve the amendment to the Procedures for Election of Directors (Proposed by the Board of Directors)
Explanation:
-
(1) According to the regulatory requirements, it is proposed to amend the Procedures for Election of Directors.
-
(2) The comparison table for the ”Procedures for Election of Directors” before and after amendment is attached hereto as Attachment 5 (page 26).
Resolution:
3
Election Matters
1. To elect eleven Directors (including four Independent Directors) (Proposed by the Board of Directors)
Explanation:
-
(1) Upon the expiration of the terms of all OPTIMAX Directors, the Board of Directors resolved that eleven Directors (including four Independent Directors) will be elected at this Annual Shareholders’ Meeting. The tenure of newly elected directors shall be 3 years, commencing on June 24th, 2021 and expiring on June 23th, 2024.
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(2) The directors shall be elected by adopting candidates nomination system as specified in Article 192-1 of the ROC Company Law. The directors shall be elected from the nominated candidates, whose education and professional qualifications, experience and relevant information, as well as the rationale for nomination of independent directors who have served for three or more consecutive terms, are attached hereto as Attachment 6 (page 27).
Voting by Poll:
Other Matters
1. Proposal of Release the Prohibition on Directors from Participation in Competitive Business (Proposed by the Board of Directors)
Explanation:
-
(1) Proposal for release the prohibition on directors from participation in competitive business.
-
(2) The list of the directors participation in competitive business is as follows.
| Position | Name | Participation in Competitive Business |
|---|---|---|
| Chairman | Peter Chao | Chairman, Cyclone Investment Co., Ltd. |
| Institutional Director |
Jiu-Ru Investment Co., Ltd. Representative: Jin-De, Wang |
Chairman, Jiu-Ru Investment Co., Ltd. |
| Institutional Director |
Shi-Hong Industrial Co., Ltd. Representative: Shu-Ping, Wu |
Senior Manager, Kong Foods Co., Ltd. |
| Institutional Director |
Shi-Hong Industrial Co., Ltd. Representative: Shi-Fen, Lin |
Executive Director, Kong Foods Co., Ltd. |
| Director | Qi-Bang, Yu | Chairman, Furuto International Corporation |
| Director | Chang-Shu, Jiang | Chairman, Hong-Da Electric Industrial Technician Office |
| Independent Director |
Min, Chao | Director, Taicrystal International Technologies Co., Ltd. |
Resolution:
Questions and Motions
Meeting Adjourn
4
【 Attachment 1 】
2020Business Report
I. 2020 Business Report:
(I) The results of implementation of the business plan
In 2020, due to the COVID-19, people in most countries were unable to engage in activities such as going to work, school, and traveling. On the contrary, the demand of panels such as TV and PC or monitor (display) for notebook, computers and other TFT-LCD products have risen, which have also led to an increase in panel prices. Although the price of polarizers has not risen sharply, the price has remained at a certain level. The company's current products include TFT-LCD polarizers for TV and Monitor, TN/STN polarizers for industrial computers, and vehicle-mounted dye-based and iodine-based polarizers. It also continues to develop new products such as sunglasses and VR products. In 2020, with the efforts of the company’s chairman and all colleagues, the gross profit was maintained at 18.43% and the operating profit ratio was maintained at 4.9%, which is not easy. In terms of non-operating income and expenditure, the rental income increased from NT$101,718,000 in 2019 to NT$132,336,000 in 2020 and the disposition loss of real estate, plant and equipment was NT$15,180,000. The sharp appreciation of the New Taiwan dollar resulted in an exchange loss of NT$37,372,000. However, due to the disposal of the Pingzhen No.5 Factory, an interest of NT$50,607,000 was generated, and the non-current assets of the branch in Southern Taiwan Science Park to be sold resulted in benefits of NT$135,994,000 on reversal of impairment loss. To sum up, in 2020, the net profit before tax was NT$31,198,000 and the net profit after tax was NT$16,464,000. Looking forward to the future, the management team will continue to uphold the management model and the spirit of perseverance and the pursuit of maximum profit. Moreover, Optimax will continue to expand sunglasses, vehicle-mounted products and VR products to increase profit. In terms of non-operating income and expenditure, the Pingzhen No.2 Factory, as well as the idle equipment, will be aggressively disposed to repay bank loans and reduce interest expenses to improve financial conditions, and pursue the company's maximum profit as the goal, so as to live up to the expectations of all shareholders.
(II) Analysis of the budget enforcement, receipts and expenditures, and profitability:
| (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: |
|---|---|---|---|---|---|---|
| In Thousands of New Taiwan Dollars;% | ||||||
| Item | 2020 | % | 2019 | % | Amount of increase/decrease |
% |
| Operatingrevenue | 2,417,836 | 100.00 | 2,514,724 | 100.00 | (96,888) | (3.85) |
| Operating grossprofit | 445,622 | 18.42 | 488,908 | 19.44 | (43,286) | (8.85) |
| Operatingnetprofit | 118,443 | 4.90 | 145,686 | 5.79 | (27,243) | (18.70) |
| Annual netprofit(loss) | 31,198 | 1.29 | (126,729) | (5.04) | 157,927 | 124.62 |
| Annual netprofit(loss)of tax | 16,464 | 0.68 | (169,313) | (6.73) | 185,777 | 109.72 |
The turnover decreased by NT$96,888,000 in 2020 compared with the previous year, and the gross profit margin decreased from 19.44% in 2019 to 18.43% in 2020. The revenue was not as good as expected due to the COVID-19 in the first quarter of 2020 and product mix differences. In terms of operating expenses, the sales and marketing expenses decreased by NT$4,249,000; the management expenses decreased by NT$11,531,000; the research and development expenses decreased by NT$2,359,000; the expected credit impairment losses increased by NT$2,096,000, compared with all that in 2019. To sum up, the overall operating expenses in 2020 decreased by NT$ 16,043,000 compared with that in 2019. In terms of nonoperating income and expenditure, due to the sharp appreciation of the New Taiwan dollar, the exchange rate in 2020 resulted in an exchange loss of NT$37,372,000, an increase of NT$15,423,000 compared with the exchange loss of NT$21,949,000 in 2019. Other income increased by NT$46,124,000 compared with that in 2019, mainly because of rental income increased by NT$30,618,000 compared with that in 2019. For other benefits and losses, the disposal of non-current assets to be sold in 2020 is NT$50,607,000 and the reversal of investment real estate impairment in 2020 is NT$135,994,000, which is an increase of NT$135,093,000 from NT$901,000 in 2019. For the above main reasons, the net profit after tax in 2020 was increased by NT$185,777,000 compared with the net loss after tax of NT$169,313,000 in 2019.
5
| Item | 2020 | 2019 | |
|---|---|---|---|
| Analysis of financial Structure |
Debt to asset ratio(%) | 85.86 | 86.23 |
| Long-term fund to real estate, factory, and Equipment ratio(%) |
332.22 | 296.34 | |
| Analysis of debt-paying structure |
Current Ratio(%) | 362.58 | 111.40 |
| Quick Ratio(%) | 296.22 | 63.84 | |
| Analysis of profitability | ROA(%) | 1.32 | (0.69) |
| ROE(%) | 1.32 | (12.8) | |
| Netprofit(loss)ratio(%) | 0.68 | (6.73) | |
| Basic earningsper share(NT$) | 0.05 | (0.52) |
(III) Status of production and R&D
The development direction is mainly on vehicle-mounted products and cost reduction. Therefore, the part of vehicle-mounted products will focus on improving reliability to meet the increasing reliability requirements of customers; the cost reduction part will target the localization of materials, such as PVA, TAC and PSA materials.
The development direction of each product as follows:
-
In the development of large-size TV/MNT products, in response to the regular price reduction needs of customers, it is necessary to evaluate cheap materials. Therefore, the manufacturers of PVA and TAC are mainly based in Taiwan and South Korea, and the which in Chinese Mainland will be also added in the future.
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In the application of small and medium-sized, the dye-based polarizers, besides the original industrial control products, such as electricity meters, the new application of electronic rearview mirrors has also developed a corresponding polarizers. In the vehicle-mounted plarizers, how to improve the reliability (from the original guaranteed 95 degrees to 105 degrees) and how to match the customer panel design to improve the viewing angle to meet the specifications of European OEM5.1 version are the key points of development in the future.
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For the sunglasses ploarizers, we will continue to develop new products in response to customer needs.
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For the surface self-coated products, as the yield rate rises, the self-made ratio will be higher and higher.
II. Future planning
(I) The principle of operation and policy of production and sale
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The principle of stable operation, stable quality and rise yield to reduce costs.
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Repay long-term and short-term bank loans to reduce interest expenses.
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Concentrate resources on the development of high-margin polarizer products, such as high weather resistant vehicle-mounted applications and thinner polarizers, as well as polarizers for VR products.
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Aggressively dispose of the plant and related ancillary equipment of Pingzhen No.2 Factory and revitalize the idle assets.
(II) The Company's future strategy of development
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Develop important clients to increase the company's revenue, such as LCD panel manufacturers in Chinese Mainland.
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Do not compete in the low-margin market, and strive to muscle for the niche market with high gross profit and high cash inflow.
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Fully develop polarizers for high weather resistant vehicle-mounted and VR products, in addition to the sunglasses ploarizers.
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Continue to develop new clients in Taiwan, Chinese Mainland, Japan and South Korea.
Chairman Peter, Chao President Peter, Chao Accounting Officer Zong-Ze, Chen
6
【 Attachment 2 】
Audit Committee's Review Report
The Board of Directors has made and reported the Company's 2020 financial statement, the business report, and the Proposal of Deficit Compensation. The Audit Committee found no discrepancy between the reported documents and facts after verifying. The Audit Committee hereby produced and sent forth the report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To: Optimax Technology Corporation 2021 Annual General Meeting.
Chairman of the Audit Committee Nai-tu, Zheng March 25, 2021
7
【 Attachment 3 】
Independent Auditors’ Report
To the Board of Directors of Optimax Technology Corporation:
Opinion
We have audited the parent company only financial statements of Optimax Technology Corporation (“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, statements of changes in equity, and statements of cash flows for the years ended December 31, 2020 and 2019, and notes to the parent company only financial statements including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for each of the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits by following the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audits report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Parent Company Only financial statements for the current period. These matters were addressed in the context of our audit of the Parent Company Only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the Company’s financial statements of the current period are stated as follows:
- Expression and disclosure of non-current assets held for sale
For the accounting policy of the non-current assets held for sale, please refer to Note 4 (6) of the Parent Company Only financial report; for the accounting items of non-current assets held for sale, please refer to the Note 6 (6) of the Parent Company Only financial report.
In order to activate assets and reduce operating expenses, Optimax Technology Corporation sold the branch in Southern Taiwan Science Park and related ancillary equipment to Taiwan Semiconductor Manufacturing Co., Ltd. on August 12, 2020 through a resolution of the board of directors and signed a real estate purchase contract on October 19, 2020 with a total price of NT$3,832,500,000 (tax included). The above asset disposal is assessed by the management to be completed within one year.
8
In accordance with International Financial Reporting Standards No. 5, the book value and the public value minus the cost of sale will be used to reduce the amount of assets, and the non-current assets for sale will be transferred. The amount of other assets is significant, and the classification and expression of the Parent Company Only financial report involves management's assessment of the possibility of asset sales, so non-current assets held for sale is listed as one of the key audit matters.
The concern of audit procedure:
(1) Understand the procedures and internal control of the acquisition or disposal of assets by Optimax Technology Corporation, and evaluate the design and implementation of the internal control of major asset transactions effective.
(2) Review the proceedings of the board of directors' resolutions to dispose of assets, the written consent of the creditor bank, and the signed asset disposal contract, to confirm that the management has obtained the purchase commitment and meets the general conditions and business practices, and has been approved by the creditor bank for evaluation. Whether the timing of the transfer of non-current assets to be sold is appropriate or not.
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(3) When the classification is confirmed as a non-current asset for sale, the management obtains the fair value evaluation information of the asset, evaluates the reasonableness of the fair market value, and recalculates the amount of impairment loss (recovery benefit).
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(4) Assess whether the management's expression and disclosure of non-current assets held for sale meets the requirements to determine the adequacy of the financial report expression.
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Asset impairment assessment
For the accounting policy of asset impairment, please refer to Note 4 (10) of the Parent Company Only financial report; for the uncertainty of the accounting estimates and assumptions of the asset impairment assessment, please refer to Note 5 of the Parent Company Only financial report.
Optimax Technology Corporation is a highly capitalized industry and is facing interference from many factors such as the economic environment and industry competition; because the assessment of asset impairment requires the process of predicting and discounting future cash flows to estimate the recoverable amount, and this process is inherently highly uncertain, therefore the asset impairment assessment is listed as one of the key audit matters.
The concern of audit procedure:
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(1) Understand the relevant policies and processing procedures of Optimax Technology Corporation and its subsidiaries for impairment assessment, and assess the cash-generating units recognized by the management for impairment and the signs of internal and external impairment.
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(2) Consider whether all assets that require annual impairment testing have been fully included in the management evaluation procedure.
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(3) Assess the rationality of the evaluation method used by management to measure the recoverable amount.
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(4) For the recoverable amount determined by the independent evaluation report issued by the third party appointed by Optimax Technology Corporation and its subsidiaries, review the reasonableness of the relevant assumptions, and evaluate the qualification and independence of the appraiser to confirm the Fair value of investment real estate.
9
- (5) Assess the uncertainties and related assumptions involved in the process of asset impairment loss, and consider whether the relevant disclosures of Optimax Technology Corporation and its subsidiaries are sufficient.
Emphasis on matters-extension of the joint loan case
As stated in Notes 6 (12) and 6 (16) of the Parent Company Only financial statement, in accordance with the ”Key Points for the Ministry of Economic Affairs to Assist Enterprises in Handling Bank Credit and Debt Negotiations'', Optimax Technology Corporation applied to the Industrial Bureau of the Ministry of Economic Affairs on April 10, 2020, to assist in the negotiation of bank claims and debts, requesting that short-term credit extension periods be extended to December 7, 2021, and medium and long-term loans extended for one year. The bank was held a delegation meeting on June 19, 2020, and on November 17, 2020, the majority of creditor banks agreed through written consent that the short-term credit extension periods was extended to December 7, 2021 and the mid- and long-term loan repayment period was extended for one year. All operating procedures were completed on December 30, 2020. Optimax Technology Corporation applied to the Industrial Bureau of the Ministry of Economic Affairs on April 25, 2019, in accordance with the” Key Points for the Ministry of Economic Affairs to Assist Enterprises in Handling Bank Credit and Debt Negotiations'', to assist in the negotiation of bank claims and debts, requesting that short-term credit extension periods be extended to December 7, 2020, and medium and long-term loans extended for one year. The bank was held a delegation meeting on June 26, 2019, and on November 25, 2019, the majority of creditor banks agreed through written consent that the short-term credit extension periods was extended to December 7, 2020 and the mid- and long-term loan repayment period was extended for one year. All operating procedures were completed on March 3, 2020. The accountant did not amend the review results.
Responsibilities of management and those charged with governance for the separate financial statements
Management is responsible for the preparation and fair presentation of the separate financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal control as management determines is necessary to enable the preparation of separate financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate financial statements, management is responsible for assessing the ability of Optimax Technology Corporation. to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Optimax Technology Corporation. or to cease operations, or has no realistic alternative but to do so. Those charged with governance, including Audit Committee, are responsible for overseeing the financial reporting process of Optimax Technology Corporation.]
Independent auditor’s responsibilities for the audit of the separate financial statements
Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole area free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists.
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Misstatements can arise from fraud or error and are considered material if, Parent Company Onlyly or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identifying and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of no detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control of Optimax Technology Corporation.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Optimax Technology Corporation. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Optimax Technology Corporation. to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Optimax Technology Corporation. to express an opinion on the separate financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
11
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
BAKERK TILLY CLOCK & CO. Taiwan (Republic of China) March 25, 2021
The accompanying financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to review such financial statements are those generally accepted and applied in the Republic of China. The independent auditors’ review report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English version and Chinese version, the Chinese-language independent auditors’ review report and financial statements shall prevail.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OPTIMAX TECHNOLOGY CORPORATION
Parent Company Only Balance Sheets December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2020 December 31, 2019 |
|---|---|
| Amount % Amount % |
|
| Current assets Cash and cash equivalents Current financial assets at amortized cost Accounts receivable, net Accounts receivable from related parties, net Other receivables Current inventories Prepayments Non-current assets or disposal groups classified as held for sale, net Other current financial assets Other current assets |
$ 162,114 2 320,035 4 35,800 - 42,309 - 770,909 9 645,405 7 - - 105,903 1 305,274 3 307,524 3 957,134 11 976,182 11 44,988 1 10,982 - 3,106,341 36 147,252 2 79 - 78 - 1,698 - 2,581 - |
| Total current assets | 5,384,337 62 2,558,251 43 |
| Noncurrent assets Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Deferred tax assets Other non-current financial assets Other non-current assets |
106,299 1 83,476 1 2,210,231 25 2,326,928 26 6,586 - 9,698 - 693,783 8 3,737,871 41 161,976 2 175,076 2 180,393 2 129,750 2 7,429 - 6,900 - |
| Total non-current assets | 3,366,697 38 6,469,699 72 |
| Total Assets |
$ 8,751,034 100 9,027,950 100 |
| Liabilities and Stockholders’ Equity Current liabilities Short-term loans Accounts payable Other payables Current provisions Current lease liabilities Current Portion of Long-term Debt Current refund liabilities Other current liabilities |
$ 702,290 8 741,590 8 178,237 2 162,514 2 280,702 3 137,203 2 13,906 - 13,906 - 18,753 - 17,750 - 111,957 1 920,347 10 7,775 - 19,311 - 120,860 2 28,011 - |
| Total current liabilities | 1,434,480 16 2,040,632 22 |
| Noncurrent liabilities Long-term borrowings Deferred tax liabilities Non-current lease liabilities Non-current net defined benefit liability Guarantee deposits Investments liabilities for usingequitymethod |
5,366,681 62 4,937,227 55 147 - 438 - 693,008 8 682,624 8 11,355 - 11,428 - - - 2,996 - - - 118,000 1 |
| Total non-current liabilities | 6,071,191 70 5,752,713 64 |
| Total liabilities | 7,505,671 86 7,793,345 86 |
| Equity Common stock Retained earnings :Accumulated deficit Other components of equity |
3,253,324 37 3,253,324 36 (2,005,321) (23) (2,017,576) (22) (2,640) - (1,143) - |
| Total equity | 1,245,363 14 1,234,605 14 |
| Total liabilities and equity |
$ 8,751,034 100 9,027,950 100 |
13
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION
Parent Company Only Statements of Comprehensive Income For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| Total operating revenue Total operating costs |
2020 Amount % |
2019 Amount % |
|
|---|---|---|---|
| $ 2,416,667 100 (1,972,149) (82) |
2,508,959 100 (2,027,627) (81) |
||
| Gross profit from operations | 444,518 18 |
481,332 19 |
|
| Operating expenses Selling expenses Administrative expenses Research and development expenses Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 |
(112,470) (5) (139,259) (6) (51,788) (2) (9,336) - |
(109,652) (5) (153,105) (6) (54,147) (2) (6,465) - |
|
| Total operating expenses | (312,853) (13) |
(323,369) (13) |
|
| Net operating income | 131,665 5 |
157,963 6 |
|
| Non-operating income and loss Interest income 409 -Other income 92,727 4 Other gains and losses – net (67,437) (3) Finance costs (126,583) (5) Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 (21,207) (1) Share of profit (loss) of subsidiaries accounted for usingequitymethod 21,624 1 |
998-66,785 3 (206,423) (8) (135,250) (5) --(10,802) (1) |
||
| Total non-operating income and expenses (100,467) (4) |
(284,692) (11) |
||
| Profit (loss) from continuing operations before tax 31,198 1 Total tax expense (income) (14,734) (1) |
(126,729) (5) (42,584) (2) |
||
| Net Income 16,464 - |
(169,313) (7) |
||
| Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss Remeasurement of defined benefit obligations (4,209) -Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income --Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translating the financial statements of foreign operations (1,872) -Income tax related to components of other comprehensive income that will be reclassified to profit or loss 375 - |
(5,603)-(7) -259 -(52) - |
||
| Other comprehensive income (loss), net of tax (5,706) - |
(5,403)- |
||
| Total comprehensive income $ 10,758 - |
(174,716) (7) |
||
| Earnings per share Basic earnings per share $ 0.05 |
(0.52) |
14
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION
Parent Company Only Statements of Changes in Equity For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Accounting Title Common stock Accumulated deficit |
Other components of equity Total equity Foreign Currency Translation differences Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
|---|---|
| For the year ended January 1, 2019 $ 3,253,324 $ (1,842,660) |
$ (1,343) $ -$ 1,409,321 |
Consolidated net price (loss))-(169,313) Other comprehensive income (loss) -(5,603) Total comprehensive income (loss) -(174,916) |
--(169,313) 207 (7) (5,403) 207 (7) (174,716) |
| For the year ended December 31,2019 $ 3,253,324 $ (2,017,576) |
$ (1,136) $ (7) $ 1,234,605 |
| For the year ended January 1, 2020 $ 3,253,324 $ (2,017,576) |
$ (1,136) $ (7) $ 1,234,605 |
Net Income-16,464 Other comprehensive income(loss) -(4,209) Total comprehensive income (loss) -12,255 |
--16,464 (1,497) -(5,706) (1,497) -10,758 |
| Balance at December 31, 2020 $ 3,253,324 $ (2,005,321) |
$ (2,633) $ (7) $ 1,245,363 |
15
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OPTIMAX TECHNOLOGY CORPORATION
Parent Company Only Statements of Cash Flows For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
Cash flows from operating activities:Income beforeincometax |
2020 2019 |
|---|---|
| $ 31,198 (126,729) |
|
| Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss Interest expense Interest income Share of loss (profit) of subsidiaries accounted for using equity method Loss (gain) on disposal of property, plan and equipment Property, plan and equipment transferred to expenses Loss (gain) on disposal of investment properties Loss (gain) on disposal of non-current assets classified as held for sale Reversal of impairment loss on non-financial assets Unrealized foreign exchange loss (gain) Lease liabilities transferred to other income Accumulated exchange differences classified to exchange loss (gain) on disposal of foreign operation Changes in operating assets and liabilities :Decrease (increase) in accounts receivable Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Increase (decrease) in accounts payable Increase (decrease) in other payable Increase (decrease) in Provisions Increase (decrease) in other current liabilities Increase (decrease) in net defined benefit liability Cash generated from operation Cash received from interest income Cash paid for interest Income taxes(paid)refunded |
235,369 291,386 989 3,439 30,543 6,465 126,583 135,250 (409) (998) (21,624) 10,802 14,513 8,211 - 6 15 (1,095) (50,607) - (153,823) (1,993) 17,571 21,666 (2,806) - (2,735) - (143,230) (73,919) (24,166) (10,802) 19,048 (14,651) (33,913) 14,927 6,133 (732) 39,773 55,221 140,950 5,144 - 417 78,563 30,381 (4,282) (2,613) 303,653 349,783 418 997 (127,099) (135,298) 18 (41) |
| Net cashprovided byoperatingactivities | 176,990 215,441 |
Cash flows from investing activities:Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortized cost Proceeds from disposal of non-current assets as held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of investment properties Proceeds from disposal of investment properties Decrease (increase) in other financial assets Increase in other non-current assets |
(4,000) (34,309) 10,509 - 55,905 - (7,556) (10,403) 4,655 3,512 (5,185) (1,798) - 3,000 (50,644) 25,194 (3,142) (6,836) |
| Net cash used in investingactivities | 542 (21,640) |
Cash flows from financing activities:Increase in short-term loans Repayments of long-term debt Increase in guarantee deposits received Decrease in guarantee deposits received Payments of lease liabilities |
46,725 61,260 (350,434) (332,530) 192 50 (438) - (15,753) (17,115) |
| Net cash flows from(used in)financingactivities | (319,708) (288,335) |
| Effect of change rate changes on cash and cash equivalents | (15,745) (3,067) |
| Net decrease (increase) in cash and cash equivalents Cash and cash equivalents at beginningofperiod |
(157,921) (97,601) 320,035 417,636 |
| Cash and cash equivalents at end ofperiod | $ 162,114 320,035 |
16
【 Attachment 4 】
Independent Auditors’ Report
To the Board of Directors of Optimax Technology Corporation:
Opinion
We have audited the accompanying consolidated balance sheets of Optimax Technology Corporation and its subsidiaries (the “Group”) as at December 31, 2020, and 2019, and the related consolidated statements of comprehensive income, of changes in equity and cash flows for the years, then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and others explanatory information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Optimax Technology Corporation and its subsidiaries as at December 31, 2020, and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended by following the “Regulations Governing the Preparation of Financial Reports by Securities issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretation as endorsed by the Financial Supervisory Commission.
Basis for Opinion
We conducted our audits by following the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audits report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the Group’s consolidated financial statements of the current period are stated as follows:
- Expression and disclosure of non-current assets held for sale
For the accounting policy of the non-current assets held for sale, please refer to Note 4 (7) of the consolidated financial report; for the accounting items of non-current assets held for sale, please refer to the Note 6 (7) of the consolidated financial report.
In order to activate assets and reduce operating expenses, Optimax Technology Corporation and its subsidiaries sold the branch in Southern Taiwan Science Park and related ancillary equipment to Taiwan Semiconductor Manufacturing Co., Ltd. on August 12, 2020 through a resolution of the board of directors and signed a real estate purchase contract on October 19, 2020 with a total price of NT$3,832,500,000 (tax included). The above asset disposal is assessed by the management to be completed within one year.
17
In accordance with International Financial Reporting Standards No. 5, the book value and the public value minus the cost of sale will be used to reduce the amount of assets, and the non-current assets for sale will be transferred. The amount of other assets is significant, and the classification and expression of the consolidated financial report involves management's assessment of the possibility of asset sales, so noncurrent assets held for sale is listed as one of the key audit matters.
The concern of audit procedure:
(5) Understand the procedures and internal control of the acquisition or disposal of assets by Optimax Technology Corporation and its subsidiaries, and evaluate the design and implementation of the internal control of major asset transactions effective.
(6) Review the proceedings of the board of directors' resolutions to dispose of assets, the written consent of the creditor bank, and the signed asset disposal contract, to confirm that the management has obtained the purchase commitment and meets the general conditions and business practices, and has been approved by the creditor bank for evaluation. Whether the timing of the transfer of non-current assets to be sold is appropriate or not.
(7) When the classification is confirmed as a non-current asset for sale, the management obtains the fair value evaluation information of the asset, evaluates the reasonableness of the fair market value, and recalculates the amount of impairment loss (recovery benefit).
(8) Assess whether the management's expression and disclosure of non-current assets held for sale meets the requirements to determine the adequacy of the financial report expression.
4. Asset impairment assessment
For the accounting policy of asset impairment, please refer to Note 4 (10) of the consolidated financial report; for the uncertainty of the accounting estimates and assumptions of the asset impairment assessment, please refer to Note 6 (8) and Note 6 (11) of the consolidated financial report.
Optimax Technology Corporation is a highly capitalized industry and is facing interference from many factors such as the economic environment and industry competition; because the assessment of asset impairment requires the process of predicting and discounting future cash flows to estimate the recoverable amount, and this process is inherently highly uncertain, therefore the asset impairment assessment is listed as one of the key audit matters.
The concern of audit procedure:
(1) Understand the relevant policies and processing procedures of Optimax Technology Corporation and its subsidiaries for impairment assessment, and assess the cash-generating units recognized by the management for impairment and the signs of internal and external impairment.
-
(2) Consider whether all assets that require annual impairment testing have been fully included in the management evaluation procedure.
-
(3) Assess the rationality of the evaluation method used by management to measure the recoverable amount.
(4) For the recoverable amount determined by the independent evaluation report issued by the third party appointed by Optimax Technology Corporation and its subsidiaries, review the reasonableness of the relevant assumptions, and evaluate the qualification and independence of the appraiser to confirm the Fair value of investment real estate.
18
- (5) Assess the uncertainties and related assumptions involved in the process of asset impairment loss, and consider whether the relevant disclosures of Optimax Technology Corporation and its subsidiaries are sufficient.
Emphasis on matters-extension of the joint loan case
As stated in Notes 6 (12) and 6 (16) of the consolidated financial statement, in accordance with the ”Key Points for the Ministry of Economic Affairs to Assist Enterprises in Handling Bank Credit and Debt Negotiations'', Optimax Technology Corporation applied to the Industrial Bureau of the Ministry of Economic Affairs on April 10, 2020, to assist in the negotiation of bank claims and debts, requesting that short-term credit extension periods be extended to December 7, 2021, and medium and long-term loans extended for one year. The bank was held a delegation meeting on June 19, 2020, and on November 17, 2020, the majority of creditor banks agreed through written consent that the short-term credit extension periods was extended to December 7, 2021 and the mid- and long-term loan repayment period was extended for one year. All operating procedures were completed on December 30, 2020. Optimax Technology Corporation applied to the Industrial Bureau of the Ministry of Economic Affairs on April 25, 2019, in accordance with the” Key Points for the Ministry of Economic Affairs to Assist Enterprises in Handling Bank Credit and Debt Negotiations'', to assist in the negotiation of bank claims and debts, requesting that short-term credit extension periods be extended to December 7, 2020, and medium and long-term loans extended for one year. The bank was held a delegation meeting on June 26, 2019, and on November 25, 2019, the majority of creditor banks agreed through written consent that the short-term credit extension periods was extended to December 7, 2020 and the mid- and longterm loan repayment period was extended for one year. All operating procedures were completed on March 3, 2020. The accountant did not amend the review results.
─ Other Matters Parent company only financial l reports
Optimax Technology Corporation has edited the Parent Company Only financial report in year 2020 and 2019, and the accountant and issued by this audit report expressed an unqualified opinion and an opinion of emphasis on matters paragraph on file for reference.
Responsibilities of management and those charged with governance for the separate financial statements
Management is responsible for the preparation and fair presentation of the separate financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal control as management determines is necessary to enable the preparation of separate financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability of ptimax Technology Corporation. to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Optimax Technology Corporation or to cease operations, or has no realistic alternative but to do so. Those charged with governance, including Audit Committee, are responsible for overseeing the financial reporting process of Optimax Technology Corporation.
19
Independent auditor’s responsibilities for the audit of the separate financial statements
Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole area free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, Parent Company Onlyly or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identifying and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of no detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control of Optimax Technology Corporation.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Optimax Technology Corporation. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Optimax Technology Corporation. to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Optimax Technology Corporation. to express an opinion on the separate financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
20
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the year ended December 31,2019 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
BAKERK TILLY CLOCK & CO. Taiwan (Republic of China) March 25, 2021
The accompanying financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to review such financial statements are those generally accepted and applied in the Republic of China. The independent auditors’ review report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English version and Chinese version, the Chinese-language independent auditors’ review report and financial statements shall prevail.
21
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| December 31, 2020 December 31, 2019 |
|
|---|---|
| Amount % Amount % |
|
| Assets Current assets Cash and cash equivalents Current financial assets at amortized cost Accounts receivable, net Other receivables Current inventories Prepayments Non-current assets or disposal groups classified as held for sale, net Other current financial assets Othercurrent assets |
$ 172,404 2 337,14 4 64,577 1 42,309 1 770,909 9 734,820 8 148,586 2 38,072 -957,134 11 976,182 11 45,674 -11,593 -3,106,341 35 148,382 2 79 -78 -1,698 -2,581 - |
| Totalcurrent assets | 5,267,402 60 2,291,165 26 |
| Non-current assets Non-current financial assets at fair value through other comprehensive income Property, plant and equipment Right-of-use assets Investment property, net Deferred tax assets Other non-current financial assets Other non-current assets |
26,262-25,830 -2,213,910 25 2,331,737 26 6,586 -9,698 -943,994 11 3,996,375 45 161,976 2 175,076 2 180,393 2 129,750 1 7,443 -6,914 - |
| Total non-current assets | 3,540,564 40 6,675,380 74 |
| Total Assets |
$ 8,807,966 100 8,966,545 100 |
| Liabilities and equity Current liabilities Short-term loans Accounts payable Other payables Current provisions Current lease liabilities Current Portion of Long-term Debt Current refund liabilities Othercurrent liabilities |
711,044 8 750,20 9 181,170 2 165,625 2 282,448 3 141,427 2 13,906 -13,906 -18,753 -17,750 -111,957 1 920,347 10 7,775 -19,311 -125,676 2 28,011 - |
| Totalcurrent liabilities | 1,452,729 16 2,056,577 23 |
| Non-current liabilities Long-term borrowings Deferred tax liabilities Non-current lease liabilities Non-current net defined benefit liability Other non-current liabilities |
5,366,681 61 4,937,227 55 147 -438 -693,008 8 682,624 8 11,355 -11,428 -38,683 1 43,646 - |
| Total non-current liabilities | 6,109,874 70 5,675,363 63 |
| Total liabilities |
$ 7,562,603 86 7,731,940 86 |
| Equity Common stock Retained earnings Accumulated deficit Other components of equity |
3,253,324 37 3,253,324 36 (2,005,321) (23) (2,017,576) (22) (2,640) -(1,143) - |
| Equityattributable to owners ofparent | 1,245,363 14 1,234,605 14 |
| Total equity | 1,245,363 14 1,234,605 14 |
| Total liabilities and equity | $ 8,807,966 100 8,966,545 100 |
22
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| Amount % |
Amount % |
|
|---|---|---|
| $ 2,417,836 100 (1,972,214) (82) |
2,514,724 100 (2,025,816) (81) |
|
| Grossprofit from operations | 445,622 18 |
488,908 19 |
| Operating expenses Selling expenses Administrative expenses Research and development expenses Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 |
(119,305) (5) (147,370) (6) (51,788) (2) (8,716) - |
(123,554) (5) (158,901) (6) (54,147) (2) (6,620) - |
| Total operatingexpenses | (327,179) (13) |
(343,222) (13) |
| Net operatingincome | 118,443 5 |
145,686 6 |
| Non-operating income and loss Interest income 557 -Other income 117,536 5 Other gains and losses (57,548) (2) Finance costs (126,583) (5) Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 (21,207) (1) |
1,080-71,412 3 (209,574) (9) (135,333) (5) -- |
|
| Total non-operatingincome and expenses (87,245) (3) |
(272,415) (11) |
|
| Profit (loss) from continuing operations before tax 31,198 2 Total tax expense(income) (14,734) (1) |
(126,729) (5) (42,584) (2) |
|
| Net Income 16,464 1 |
(169,313) (7) |
|
| Other comprehensive income Items that will not be reclassified to profit or loss Remeasurements of the defined benefit plan (4,209) -Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income --Items that may be reclassified subsequently to profit or loss Exchange differences on translating the financial statements of foreign operations (1,872) -Income tax related to components of other comprehensive income that will be reclassified toprofit or loss 375 - |
(5,603)-(7) -259 -(52) - |
|
| Other comprehensive income,net of tax (5,706) - |
(5,403)- |
|
| Total comprehensive income $ 10,758 1 |
(174,716) (7) |
|
| Profit (loss), attributable to: Profit(loss),attributable to owners ofparent $ 16,464 1 |
(169,313) (7) |
|
| Total comprehensive income attributable to: Profit(loss),attributable to owners ofparent $ 10,758 1 |
(174,716) (7) |
|
| Earnings per share Basic earningsper share $ 0.05 |
(0.52) |
23
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Accounting Title | Equity attributable to owners of theparent Common stock Accumulated deficit Other components of equity Total equity Foreign Currency Translation differences Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
Equity attributable to owners of theparent Common stock Accumulated deficit Other components of equity Total equity Foreign Currency Translation differences Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
|---|---|---|
| Other components of equity Total equity Foreign Currency Translation differences Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
||
| For the year ended January 1, 2019 $ 3,253,324 $ (1,842,660) |
$ (1,343) $ -$ 1,409,321 |
|
Consolidated net price (loss))-(169,313) Other comprehensive income (loss) -(5,603) Total comprehensive income (loss) -(174,916) |
--(169,313) 207 (7) (5,403) 207 (7) (174,716) |
|
| For the year ended December 31,2019 $ 3,253,324 $ (2,017,576) |
$ (1,136) $ (7) $ 1,234,605 |
|
| For the year ended January 1, 2020 $ 3,253,324 $ (2,017,576) |
$ (1,136) $ (7) $ 1,234,605 |
|
Net Income-16,464 Other comprehensive income(loss) -(4,209) Total comprehensive income (loss) -12,255 |
--16,464 (1,497) -(5,706) (1,497) -10,758 |
|
| Balance at December 31, 2020 $ 3,253,324 $ (2,005,321) |
$ (2,633) $ (7) $ 1,245,363 |
24
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
Cash flows from operating activities:Income beforeincometax |
2020 2019 |
|
|---|---|---|
| $ | 31,198 (126,729) |
|
| Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss Interest expense Interest income Loss (gain) on disposal of property, plan and equipment Property, plan and equipment transferred to expenses Loss (gain) on disposal of investment properties Loss (gain) on disposal of non-current assets classified as held for sale Reversal of impairment loss on non-financial assets Unrealized foreign exchange loss (gain) Deferred income transferred to income Lease liabilities transferred to other income Accumulated exchange differences classified to exchange loss (gain) on disposal of foreign operation Changes in operating assets and liabilities :Decrease (increase) in accounts receivable Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Increase (decrease) in accounts payable Increase (decrease) in other payable Increase (decrease) in Provisions Increase (decrease) in other current liabilities Increase (decrease) in net defined benefit liability Cash generated from operation Cash received from interest income Cash paid for interest Incometaxes (paid)refunded |
248,438 316,747 989 3,439 29,923 6,620 126,583 135,333 (557) (1,080) 15,180 14,941 - 6 94 (1,095) (50,607) - (153,385) (10,054) 15,435 3,832 (2,589) (2,713) (2,806) - (2,735) - (39,426) (60,864) (136,100) (19,418) 19,048 (14,651) (33,984) 14,633 6,133 (733) 39,595 57,282 139,237 6,091 - 417 83,379 30,381 (4,282) (2,613) 328,761 349,772 566 1,079 (127,099) (135,381) 18 (41) |
|
| Net cashprovided byoperatingactivities |
$ | 202,246 215,429 |
Cash flows from investing activities:Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Proceeds from disposal of non-current assets classified as held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of investment properties Proceeds of investment properties Decrease (Increase) in other financial assets Increase in other non-current assets |
- (17,220) (39,592) (49,635) 17,324 18,770 55,905 - (7,556) (10,439) 5,061 8,318 (5,185) (1,798) - 3,000 (50,644) 25,200 (3,142) (6,837) |
|
| Net cash used in investingactivities $ |
(27,829) (30,641) |
|
Cash flows from financing activities:Increase in short-term loans Repayments of long-term debt Increase in guarantee deposits received Decrease in guarantee deposits received Payments of lease liabilities |
46,725 69,870 (350,434) (332,530) 192 5,216 (438) (3,035) (15,753) (17,115) |
|
| Net cash flows from(used in)financingactivities $ |
(319,708) (277,594) |
|
| Effect of change rate changes on cash and cash equivalents Net decrease (increase) in cash and cash equivalents Cash and cash equivalents at beginningofperiod |
(19,453) 8,545 (164,744) (84,261) 337,148 421,409 |
|
| Cash and cash equivalents at end ofperiod $ |
172,404 337,148 |
25
【 Attachment 5 】
Comparison table for the Procedures for Election of Directors before and after the amendment
| After amendment | Before amendment | Before amendment | Reason of |
|---|---|---|---|
| amendment | |||
| Article10 A voter must enter the candidate's account name or shareholder account number in the "candidate" column of the ballot. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered. |
Article10 ~~If a candidate is a shareholder,~~ ~~a~~voter must enter the candidate's account name~~and~~ shareholder account number in the "candidate" column of the ballot;~~for a non~~ ~~-~~ ~~shareholder, the voter shall enter~~ ~~the~~ ~~candidate's full name and identity card~~ ~~number~~ ~~.~~However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered. |
According to the amendment of the Financial Supervisory Commission (FSC) Issue date: April 25, 2019 Issue no.: Financial- Supervisory- Securities-Trading- 1080311451 |
|
| Article 11 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by a person with the right to convene. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballot does not conform to the director candidate list. 5. Other words or marks are entered in addition to the number of voting rights allotted. 6. Two or more candidates are listed in the same ballot. |
Article 11 A ballot is invalid under any of the following circumstances: ~~1.~~ ~~The ballot was not prepared by the board of~~ ~~directors.~~ 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. ~~4. The candidate whose name is entered in the~~ ~~ballot is a shareholder,~~ ~~but the candidate's~~ ~~account name and shareholder account number~~ ~~do not conform with those given in the~~ ~~shareholder register, or the candidate whose~~ ~~name is entered in the ballot is a non~~ ~~-~~ ~~shareholder, and a cross~~ ~~-~~ ~~check shows that the~~ ~~candidate's name and i~~ ~~dentity card number do~~ ~~not match.~~ ~~5. Other words or marks are entered in addition~~ ~~to the candidate's account name or shareholder~~ ~~account number (or identity card number) and~~ ~~the number of voting rights allotted.~~ ~~6 Th f th didt td i th~~ ~~bllt~~ |
According to the amendment of the Financial Supervisory Commission (FSC) Issue date: April 25, 2019 Issue no.: Financial- Supervisory- Securities-Trading- 1080311451 |
|
| ~~.~~ 2. 3. ~~4~~ |
|||
~~.~~ ~~5~~ |
|||
| ~~accoun name an sareoer accoun numer~~ ~~do not conform with those given in the~~ ~~shareholder register, or the candidate whose~~ ~~name is entered in the ballot is a non~~ ~~-~~ ~~shareholder, and a cross~~ ~~-~~ ~~check shows that the~~ ~~candidate's name and i~~ ~~dentity card number do~~ ~~not match.~~ ~~Other words or marks are entered in addition~~ ~~t th didt' t hhld~~ |
|||
| ~~.~~ ~~6~~ |
|||
| ~~o e canaes accoun name or sareoer~~ ~~t b ( idtit d b) d~~ |
|||
| ~~accoun numer or eny car numer an~~ ~~the number of voting rights allotted.~~ ~~Th f th didt td i th~~ ~~bllt~~ |
|||
| ~~.~~ | ~~e name o e canae enere n e~~ ~~ao~~ ~~is identical to that of another shareholder, but~~ ~~no shareholder account number or identity~~ ~~card number is provided in the ballot to~~ ~~identify such~~ ~~Parent Company Only~~ ~~.~~ |
26
【 Attachment 6 】
OPTIMAX TECHNOLOGY CORPORATION
List of Director (Including Independent Director) Candidates
| Title/Name | Education | Experience | Present position | Shareholdings |
|---|---|---|---|---|
| Director Peter Chao |
Ph.D. in Dartmouth College |
Chairman, Taiwan Regional Association of Adhesive Tape Manufacturers Vice-President, Achem Opto- Electronic Corporation |
Chairman, Optimax Technology Corporation |
34,831,503 |
| Director Wilson Chao |
Master Degree in Chemistry. University of San Francisco |
Engineer, Foxconn Technology Group Engineer, Chunghwa Picture Tubes,Ltd. |
Vice-President, Optimax Technology Corporation |
4,669,674 |
| Director Jin-De, Wang (Representative of Jiu-Ru Investment Co., Ltd.) |
Bachelor Degree, National Taipei Institute of Technology |
Chairman, Jiu-Ru Investment Co., Ltd. |
Chairman, Jiu-Ru Investment Co., Ltd. |
1,521,828 |
| Director Shu-Ping, Wu (Representative of Shi-Hong Industrial Co., Ltd.) |
Bachelor Degree in Business Administration. Ming Chuan University |
Financial Manager, Kong Foods Co., Ltd |
Financial Senior Manager, Kong Foods Co., Ltd |
1,333,712 |
| Director Shi-Fen, Lin (Representative of Shi-Hong Industrial Co., Ltd.) |
Compliance office, JPMorgan Chase Bank |
Executive Director, Kong Foods Co., Ltd. |
1,333,712 | |
| LL.M. Degree | ||||
Master in Law |
||||
| Northwestern | ||||
| University | ||||
| Director Xiao-Nan Xiang |
Bachelor Degree, National Taipei Institute of Technology |
Executive Secretary, TSRAIA | None | 8,425 |
| Director Qi-Bang, Yu |
Bachelor Degree, Air Force Institute of Technology |
Technical adviser, Taiwan Regional Association of Adhesive Tape Manufacturers Executive Assistant to President, Achem Opto- Electronic Corporation |
Chairman, Furuto International Corporation |
0 |
| Director Chang-Shu, Jiang |
Chairman, 9th Board of Directors, Taiwan Professional Electrical Engineers Association R.O.C |
Chairman, Hong-Da Electric Industrial Technician Office |
0 | |
| Bachelor Degree | ||||
| in Electrical | ||||
| Engineering. | ||||
Tatung University |
||||
| Independent Director Nai-Tu, Cheng |
Master Degree, National Tsing Hua University |
Manager, Heng Shing Co., Ltd. |
None | 0 |
| Independent Director Ted Guo |
Master Degree in Law, Chinese Culture University |
Land Administrator, Pvolyben Attorneys-At-Law |
Land Administrator, Pvolyben Attorneys-At- Law |
0 |
| Independent Director Tzeng-Guey Gu |
Senior manager , Achem Opto- Electronic Corporation |
None | 0 | |
| Shu-Jen High | ||||
School |
||||
| Independent Director Min, Chao |
Engineer, Sinkong Textile Co., Ltd. Engineer, Prosperity Dielectrics Co.,Ltd. |
Director, Taicrystal International Technologies Co., Ltd. |
0 | |
| Zhong-Li Senior | ||||
| High School | ||||
27
【 Appendix 1 】
OPTIMAX TECHNOLOGY CORPORATION
Rules and Procedures for Shareholders' Meeting
-
Except otherwise provided in the applicable laws and regulations, the Shareholders' Meeting of the Company should be subject to the rules stipulated hereby.
-
The Company should have an attendance book in place for shareholders to sign in person; attended shareholders can hand in a card with their names on it for the same purpose. Shares represented by a shareholder will be decided according to the attendance book or the signature card the shareholder hands in, along with the number of shares granting the right to vote in written or electronic forms.
-
The attendance and voting taking place in the Shareholders' Meeting should be calculated on the base of the number of shares the shareholder possesses.
-
The venue of the Shareholders' Meeting should be in the Company or places with good transportation for shareholders to attend the meeting. The venue of the meeting should be appropriate for the convening of such meeting. The meeting should not start earlier than 9 AM or later than 3 PM.
The Company can appoint its own attorneys, accountants, or other relevant staff to attend the Shareholders' Meeting. The staff of the Shareholders' Meeting should wear identification cards.
-
The chairman should announce the commencement of the meeting at the scheduled time; however, if the present shareholders altogether does not constitute half of the total number of the Company's issued stocks, the chairman may postpone the meeting. The number of postponement should be no more than two times and the total time of postponement should be less than an hour. If, after two postponements, the total shareholders present still does not constitute the quorum prescribed in the preceding article, but those present represent one-third or more of the total number of the Company's issued shares. A notice of such tentative resolution should be distributed to all shareholders in accordance with Paragraph 1 of Article 175 of the Company Act. The Shareholders' Meeting should be reconvened within a month. If the number of present shareholders constituting half of the total number of the Company's issued stocks is reached before the meeting is over, the chairman may deem such situation as a tentative resolution and proffer it for the meeting to vote in accordance with Article 174 of the Company Act.
-
The agenda of the Shareholder's Meeting convened by the Board should also be stipulated by the Board. The meeting should follow the agenda and should not be changed without the resolution of the Board. The provision of preceding article should apply when the Shareholders' Meeting is convened by people with the right to convene such meetings other than the Board. The chairman of the Shareholders' Meeting should not dismiss the meeting before the previous two types of agenda (including AOB) are completed with a resolution being made. The shareholders cannot designated any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.
28
-
Before making a speech, the present shareholder should write down the gist of the speech, the shareholder's number (or the number of the attendance certificate) and the account name on a slip of paper. The chairman will decide the order of speech. If the present shareholder hands in the paper split but does not actually make the speech, it is construed that the shareholder does not make that speech at all. If there are discrepancies between the content on the paper slip and the shareholder's actual speech, the latter should prevail. Unless approved by the chairman, shareholders should not interfere when another fellow shareholder is speaking. The chairman is entitled to stop the interfering shareholder.
-
A shareholder is allowed to make a speech once for each motion unless approved by the chairman. Each speech should not exceed five minutes. The chairman is entitled to stop the shareholder's speech when the shareholder violates the preceding provision or when the speech digresses from the motion.
-
Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting. If a legal entity is a shareholder and designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
-
After the speech of a shareholder, the chairman may respond him/herself or appoint an appropriate person to respond.
-
The chair may announce to end the discussion of any discussion item and go into voting if the chair deems it appropriate.
-
The person(s) to monitor and the person(s) to count the ballots shall be appointed by the chair. The person(s) monitoring the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and recorded in the minutes of the Meeting.
-
The chairman is entitled to announce recesses during the meeting.
-
Except otherwise provided in the Company Act of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.
-
If there is amendment to or substitute for a discussion item, the chair shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any of them has been adopted, the other shall be deemed vetoed and no further voting is necessary.
-
The chair may require or supervise the disciplinary officers or the security guards to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officer” for identification purpose.
-
In case of incident due to force majeure, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
-
Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Act of Republic of China and the Articles of Incorporation of the Company.
29
【 Appendix 2 】
OPTIMAX TECHNOLOGY CORPORATION Articles of Incorporation
Date : 2020-6-9 (Amended)
Chapter 1: General Provisions
-
Article 1 The Company is organized as a company limited by shares in accordance with the Company Act of the Republic of China (the "Company Act") and the Company's English name is OPTIMAX TECHNOLOGY CORPORATION
-
Article 2 The scope of business of the Company shall be as follows
:
1.[CC01080 ] Electronic parts and components manufacturing business
- CE01030 Photographic and Optical Equipment Manufacturing
3.[F219010 ] Electronic Materials Retail
-
F213040 Retail Sale of Precision Instruments
-
C805010 Manufacture of Plastic Sheets, Pipes and Tubes
-
C801100 Synthetic Resin and Plastic Manufacturing
-
F401010 International Trade
-
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
Article 3 The head office of the Company shall be in Taoyuan, Taiwan, the Republic of China ("R.O.C."). Subject to the approval of the Board and other relevant authorities, the Company may, if necessary, set up branches or business offices at other appropriate place.
Chapter 2: Shares
-
Article 4 Thecompany'stotalcapitalis ratedat NT$10billion, dividedinto100millionsharesat $ 10 per share. The council decided to issue in batches. 50 million shares are reserved in the aforementioned total shares as shares for issuing employee stock option certificates.
-
Article 5 The share certificates of the Company shall be all in registered form. The share certificates shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance.
-
The Company may, pursuant to the applicable laws and regulations, deliver shares or other
-
securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities.
-
Article 6 The name change and transfer of the company's stocks shall cease within 60 days before the shareholders 'general meeting, within 30 days before the shareholders' temporary meeting or within 5 days before the company's decision to distribute dividends and dividends or other benefits.
Chapter 3: Shareholders' Meetings
- Article 9 In case a shareholder is unable to attend a shareholders’ meeting in person, such shareholder may issue proxy in the form printed by the Company, setting forth the scope of authorization for the representative to be present on his/her/its behalf in accordance with Article 177 of the Company Act, or vote in writing or via an electronic voting system in accordance with Article 177-1 of the Company Act.
30
Article 10 Unless otherwise provided under Article 179 of the Company Act which sets forth the situation where the shareholder has no voting rights, a shareholder of the Company shall have one vote for each share held by him/her/it. Article 11 Unless otherwise provided in applicable law and regulations, a resolution shall be adopted at a meeting attended by the shareholders holding and representing a majority of the total issued and outstanding shares and at which meeting a majority of the attending shareholders shall vote in favor of the resolution. According to regulatory requirements, shareholders may also vote via an electronic voting system, and those who do shall be deemed as attending the shareholders’ meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations. Article 11-1 The company may issue employee stock options at a stock price lower than the market price, or less than the actual share repurchase, with the consent of the shareholders 'meeting representing more than half of the total number of issued shares and the presence of more than two-thirds of the shareholders' voting rights Average price transferred to employees. Article 12 Shareholders’ meeting shall be convened by the Board of Directors and, be presided over by the Chairman of the Board of Directors; in case the Chairman of the Board of Directors is on leave or unable to perform his duties for cause, one of the Directors shall preside in accordance with Article 208 of the Company Law. For the Shareholders’ meeting convened by any other person having the convening right, such person shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
Chapter 4: Board of Directors and Audit Committee
Article 13 The Company shall have nine (9) to thirteen (13) directors to serve a term of three years. A director may be re-elected. Within the entire Board, the Company shall have at least four (4) or one-fifth (1/5) of all directors, whichever is higher. Directors shall be elected from a list of director candidates, which are nominated under the Candidate Nomination System in accordance with Article 192-1 of the Company Law. In the year the terms of the directors are expired, the Board of Directors shall convene the general shareholders’ meeting for reelecting the directors in accordance with the Securities and Exchange Act. The minimum number of total shares to be owned by the directors of the Company shall be in compliance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies as promulgated by the Financial Supervisory Commission. The restrictions on the share holdings shall be in compliance with applicable laws and regulations. Article 13-1 Pursuant to Article of the Securities and Exchange Act, the Company shall have the audit committee which shall be composed of all independent directors, and one of them serves as the convener, and at least one person has accounting or financial expertise. The audit committee established by the company in accordance with the law is responsible for the implementation of the company law, securities trading law, other laws and regulations and the company’s articles of association and various measures as the supervisory authority.
31
| Article 14 | The Company shall have a chairman of the Board. The chairman of the Board shall be |
|---|---|
| elected by and among the directors in accordance with Article 208 of the Company Law. | |
| The meetings of the Board of Directors shall be convened by the chairman of the Board. | |
| Except as otherwise provided in the Company Law of the Republic of China, a meeting of | |
| the Board of Directors may be held if attended by a majority of total Directors and | |
| resolutions shall be adopted with the concurrence of the majority of the Directors present at | |
| the meeting. | |
| Article 14-1 | In convening a meeting of the Board of Directors, a notice indicated the purpose(s) for |
| convening the meeting shall be given to each director no later than 7 days prior to the | |
| scheduled meeting date in writing or via e-mail or fax. The meetings of the Board of | |
| Directors may be convened at any time in case of urgent circumstances. | |
| Article 15 | The Chairman of the Board of Directors shall preside over all meetings of the Board of |
| Directors. In his absence, any one of the Directors shall be acting for him according to | |
| Article 208 of the Company Law. Directors shall attend meetings of the Board of Directors | |
| in person. Where a director is unable to attend a meeting of the Board, he may appoint | |
| another director to represent him by proxy in accordance with Article 205 of the Company | |
| Act. | |
| Article 16 | The Board of Directors may set up functional committees which shall adopt an |
| organizational charter to be approved by the Board of Directors. Functional committees shall | |
| be responsible to the Board of Directors and submit their proposals to the Board of Directors | |
| for approval. | |
| Article 17 | The Company may take out liability insurance for the directors with respect to the liabilities |
| resulting from exercising their duties during their terms of office. | |
| Article 17-1 | The Board of Directors is authorized to determine the salary for the Directors, taking into |
| account the extent and value of the services provided for the management of the Corporation | |
| and the standards of the industry within the R.O.C. and overseas. | |
| Chapter 5: | Managers |
| Article 18 | The Company shall have one managerial personnel, whose appointment and dismissal shall be |
| approved by a majority of total Directors in accordance with Article 29 of the Company Act. | |
| Chapter 6: Accounting | |
| Article 19 | After the end of each fiscal year, the Board shall prepare and submit the following |
| documents: (1) business report, (2) financial statements, (3) proposal for allocation of | |
| earnings or recovery of loss, which shall be submitted to the shareholders' general meeting | |
| for approval. | |
| Article 20 | When the Company allocates the profit of the current year, if any, 5%~10% of the profit |
| shall be set aside as employees’ compensation, which to be distributed to the qualified | |
| employees of the Company or of the subsidiaries of the Company employees in the form of | |
| stock or cash. The Board of Directors is hereby authorized to set forth the plan of | |
| distribution. The Company may, subject to the resolution adopted by the Board of Director, | |
| further allocate no more than 1% of the aforesaid profit as Directors’ compensation. The | |
| proposals of the employees’ compensation and the directors’ compensation shall be | |
| approved by a majority of total Directors and then reported on the Shareholders’ meeting. | |
| Notwithstanding the foregoing, when there are accumulated losses, the profits shall be used | |
| to offset accumulated losses first and report on the Shareholders’ meeting. |
32
Article 20-1 The current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ accumulated losses and then set aside 10% as legal reserve. When such legal reserve amounts to the total paid-in capital, the Company shall not be subject to this requirement. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the accumulated undistributed earnings, may be appropriated to shareholders as dividends or bonuses according to the distribution plan proposed by the Board of Directors and approved by the shareholders’ meeting.
After taking into account of the Company's current and future development plan, investment environment, fund requirements, and domestic and international competition and the interests of shareholders, the dividend policy of the Company is to set aside no less than 50% of distributable earnings as shareholders’ dividends and bonuses. However, in case the accumulated distributable earnings is less than 30% of paid-in capital, the Company may choose not to distribute dividends. Dividends to common shareholder may be distributed by way of combination of cash dividend and stock dividend provided that the cash dividends shall not be less than 10% of the total dividends.
Chapter 7: Supplementary Articles
Article 21 The Company may provide endorsement and guarantee and act as a guarantor.
Article 22 With respect to the matters not provided herein, the Company Act and other applicable laws and regulations shall govern.
Article 23 These Article of Incorporation were enacted on Feb. 23, 1998 and amended on May 21, 1999 for the first time, on May 26, 2000 for the second time, on May 25, 2001 for the third time, on April 30, 2002 for the fourth time, on May 16, 2003 for the fifth time, on June 9, 2004 for the sixth time, on June 27, 2005 for the seventh time, on June 14, 2006 for the eighth time, on June 15, 2007 for the ninth time, on May 30, 2008 for the tenth time, on Sep. 4, 2009 for the eleventh time, on May 26, 2010 for the twelfth time, on June 16, 2015 for the thirteenth time, on June 14, 2016 for the fourteenth time, on June 8, 2018 for the fifteenth time, on June 9, 2020 for the sixteen time.
33
【 Appendix 3 】
OPTIMAX TECHNOLOGY CORPORATION
Procedures for Election of Directors (Before Amended)
Date:2018-6-8 (Amended)
Article 1
To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation elections of directors shall be conducted in accordance with these Procedures.
Article 3
The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
-
Basic requirements and values: Gender, age, nationality, and culture.
-
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
-
The ability to make judgments about operations.
-
Accounting and financial analysis ability.
-
Business management ability.
-
Crisis management ability.
-
Knowledge of the industry.
-
An international market perspective.
-
Leadership ability.
-
Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.
Article 4
The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance BestPractice Principles for TWSE/GTSM Listed Companies.
Article 5
Elections of both directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters
34
set forth in Article 30 of the Company Act with respect to nominee directors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors will be elected. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of the Standards for Determining Unsuitability for GTSM Listing under Article 10, Paragraph 1 of the GreTai Securities Market Rules Governing the Review of Securities for Trading on the GTSM, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 6
The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 7
The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8
The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9
Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article10
If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristicperson shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
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Article 11
A ballot is invalid under any of the following circumstances:
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The ballot was not prepared by the board of directors.
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A blank ballot is placed in the ballot box.
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The writing is unclear and indecipherable or has been altered.
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The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
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Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
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The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such Parent Company Only.
Article 12
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors or supervisors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 13
The board of directors of this Corporation shall issue notifications to the persons elected as directors or supervisors.
Article 14
These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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【 Appendix 4 】
OPTIMAX TECHNOLOGY CORPORATION
Shareholdings of All Directors
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The Company has issued capital of the Company is NT$ 3,253,323,960 representing 325,332,396 common shares. According to Article 26 of the Securities and Exchange Act, the minimum number of shares that shall be held by all directors of the company is 13,013,295.
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According to Article 2 of the "Public Issuing Company Directors and Supervisors' Shareholding Ratio and Implementation Rules for Inspection", if more than 2 independent directors are elected, the total shareholding percentage calculated by all directors and supervisors other than the independent directors will be reduced to 80 %. In addition, if the company has set up an audit committee in accordance with this law, the regulations concerning the number of shares held by the supervisor shall not be less than a certain ratio.
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As of April 26, 2021, the number of shares held by all directors is 42,365,142 shares, accounting for 13.02% of the company's total shares. The actual collective shareholding of directors was shown as below
:
| Title | Name | Shareholders Represented |
No. of Shareholding |
Shareholding ration % |
|---|---|---|---|---|
| Chairman | Peter Chao | 34,831,503 | 10.71 | |
| Director | Wilson Chao | 4,669,674 | 1.44 | |
| Director | Jin-De, Wang | Jiu-Ru Investment Co., Ltd. |
1,521,828 | 0.47 |
| Director | Shu-Ping, Wu | Shi-Hong Industrial Co., Ltd. |
1,333,712 | 0.41 |
| Director | Xiao-Nan Xiang | 8,425 | 0 | |
| Director | Qi-Bang, Yu | 0 | 0 | |
| Director | Chang-Shu Jiang | 0 | 0 | |
| Independent Director | Nai-Tu, Cheng | 0 | 0 | |
| Independent Director | Ted Guo | 0 | 0 | |
| Independent Director | Tzeng-Guey Gu | 0 | 0 | |
| Total | 42,365,142 | 13.02 |
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